Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains certain forward-looking statements. Historical results may not be indicative of future performance. Our forward-looking statements reflect our current views about future events; they are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

Company Overview

SUPA Consolidated Inc., formerly known as Tribal Rides International Corp., a Nevada corporation (the "Company", "we", or "us"), was incorporated on May 19, 2014, as "Trimax Consulting, Inc." On May 8, 2017, we changed our name to "Xinda International Corp." On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation ("Tribal Rides"), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to "Tribal Rides International Corp."

From January 18, 2020, through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. During this period, our business focused on creating a digital transportation enablement platform, supported by U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, among other intellectual properties.

On December 31, 2024, we completed the sale of substantially all of our intellectual property and related intangible assets (the "Assets") to Boumarang Inc. ("Boumarang") pursuant to an Asset Purchase Agreement. The Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000. See our Current Report on Form 8-K filed with the SEC on January 6, 2025, for further details.

On June 30, 2025, SUPA Consolidated Inc. (the "Company") entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued 250,000,000 shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate consideration of $125,000. In exchange for the equity issuance, the Company acquired 1,157 commercial ice/water vending machines, valued at $40,809 based on supporting purchase invoices, and assumed a related party loan obligation of $121,200, previously incurred by SUPA. The acquired vending machines have been capitalized as property, plant, and equipment, while the excess value transferred was allocated to intangible assets such as customer site contracts, location rights, and operational infrastructure.

Discontinued Operations

On December 31, 2024, the Company completed the sale of substantially all of its intellectual property and related intangible assets (the "Assets") to Boumarang Inc. for consideration valued at $5,000,000, consisting of 2,906,977 shares of Boumarang common stock. The Assets included U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, trade secrets, prototypes, software, applications, customer lists, business names, goodwill, and other intangible property.

As a result of this transaction, the Company has discontinued its historical business of developing transportation and autonomous ridesharing technologies. Beginning with this Annual Report on Form 10-K for the year ended December 31, 2024, the results of operations related to the disposed transportation business are presented as discontinued operations in the consolidated financial statements and accompanying notes, in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations.

The discontinued operations had no revenue in 2024 or 2023. Loss from discontinued operations was $88,196 and $137,791 for the years ended December 31, 2024, and 2023, respectively. These amounts are reflected in the "Loss from discontinued operations" line in our consolidated statements of operations. No further results from this business will be recognized following the completion of the sale.

Current Business Direction

Effective December 31, 2024, represented the divestiture of our historical transportation technology business and the first step in our strategic transition to pursue opportunities in the food technology ("food tech") sector. Following the asset sale, we discontinued development of our ridesharing and autonomous vehicle platform.

Plan of Operations

We intend to realign our corporate strategy and resources to focus on identifying, developing, and acquiring food technology businesses and assets. We believe the food tech industry presents significant opportunities driven by global demand for healthier, more sustainable, and technology-enabled food solutions. The Company is currently evaluating strategic partnerships, acquisitions, and product initiatives within this sector.

Until we complete this transition, we will be considered to be in the development stage, with no current operating revenues. Our future operations will depend on our ability to raise additional capital, complete acquisitions, and successfully launch products or services in the food tech space.

Financial Conditions at December 31, 2025, and December 31, 2024

At December 31, 2025, and December 31, 2024, we had $17,675 and $0 cash on hand to execute our business plan. We reported accumulated deficits of $3,092,223 and $2,799,154, respectively, and working capital deficits of $1,087,070 and $797,001, respectively.

Results Operations

We generated no revenue during the fiscal years ended December 31, 2025, and 2024.

For the year ended December 31, 2025, we recorded a net loss of $293,069 compared to net income of $52,842 for the year ended December 31, 2024.

The net income in fiscal 2024 primarily resulted from one-time non-cash gains on the extinguishment of derivative liabilities and debt modifications.

Total operating expenses were $406,982 for the year ended December 31, 2025, compared to $88,196 for the year ended December 31, 2024. The increase reflects higher legal, professional, accounting, and rental expenses incurred as the Company transitioned its business operations and maintained its public reporting obligations.

Included in general and administrative expenses for 2025 is $180,000 in management and consulting services provided by Spark Capital Investments, LLC, a related party controlled by Imran Firoz, the Company's majority shareholder. The Company engaged Spark Capital for these services beginning in April 2025 at a rate of $20,000 per month. As of December 31, 2025, the full $180,000 has been accrued and is included in accrued expenses on the balance sheet. No amounts were paid in cash during the year. This obligation is separate from the $238,200 loan balance disclosed above and is not included in the Due to Related Parties schedule; it does not include $39,000 owed to the former CFO of the Company. See Note 5 for further discussion of related party transactions.

As disclosed in Note 11 to the financial statements, on December 31, 2024, we sold all of our historical intellectual property assets substantially to Boumarang Inc. for consideration valued at $5.0 million. This transaction is reflected as discontinued operations in our consolidated financial statements. Following the sale, we ceased development of our ridesharing and autonomous vehicle platform.

Liquidity and Capital Resources

As of December 31, 2025, we had cash of $17,675 compared to $0 at December 31, 2024. While cash increased by $17,675 during the year, our liquidity position remains severely constrained. We had current liabilities of $1,112,845 at December 31, 2025, resulting in a working capital deficit of $1,087,070.

Our current cash balance is insufficient to meet our short-term obligations. We do not have sufficient liquidity to fund our operations for the next twelve months without raising additional capital or generating revenue from our operations.

Historical Sources of Liquidity

During the year ended December 31, 2025, our primary sources of cash were:

·Advances from Spark Capital Investments LLC, a related party controlled by Imran Firoz, our majority shareholder, totaling $238,200 in 2025.

Historical Uses of Cash

Our primary uses of cash during 2025 were:

·Operating expenses: $406,982

Short-Term Liquidity Needs (Next 12 Months)

Based on our current operating plan, we estimate we will require approximately $750,000 over the next twelve months to fund:

·General and administrative expenses: $390,000

·Service of debt (interest on notes payable): $210,000

·Other operating costs: $150,000

We currently do not have sufficient cash on hand to meet these requirements.

Plans to Address Liquidity Needs

To address our short-term liquidity needs, we plan to pursue the following:

1. Equity or Debt Financing: We plan to seek equity or debt financing from third-party investors or lenders. However, there can be no assurance that we will be successful in raising capital on acceptable terms, if at all. Our ability to raise capital may be limited by our current financial condition, lack of revenue, and market conditions for companies in our industry.

2. Revenue Generation: We are working to generate revenue from our acquisition strategy and related business operations. However, we cannot predict when, or if, this strategy will begin generating positive cash flows.

3. Related Party Support: We have relied on and expect to continue relying on advances from Spark Capital Investments LLC, our related party. As of December 31, 2025, we owed $238,200 to this related party. While this related party has provided support in the past, these advances are due on demand, and there is no formal commitment for continued support. We cannot guarantee that continued support will be available.

4. Cost Reduction: We are evaluating opportunities to reduce our operating expenses. However, as a public company, we incur certain minimum costs for legal, accounting, audit, and compliance that cannot be eliminated.

Long-Term Capital Needs

Beyond the next twelve months, we will require significant additional capital to:

·Fund continued operations until we achieve profitability

·Support the growth of our business operations

·Service our existing debt obligations when they mature

We have not yet determined the amount of additional capital that will be required. Our long-term capital needs will depend on numerous factors, including the monetization of our equity investment in Boumarang Inc., our ability to generate revenue from our commercial vending operations, the level of operating expenses, and prevailing market and financing conditions.

Going Concern Considerations

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2025, the Company had:

·Cash of $17,675

·Working capital deficit of $1,087,070

·Accumulated deficit of $3,092,223

·No revenue generated in fiscal year 2025 or fiscal year 2024

·Current liabilities of $1,112,845 that significantly exceed current assets of $25,775

These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these financial statements are issued or available to be issued.

Management's plans to address these matters include:

1. Raising additional capital through equity or debt financing from third-party investors or lenders

2. Generating revenue and positive cash flows from the Company's Equity investment - Boumarang Inc. and related business operations

3. Obtaining continued financial support from related parties, including SUPA Food Services LLC

4. Implementing cost reduction measures to reduce operating expenses and extend the Company's cash runway

However, there can be no assurance that the Company will be successful in accomplishing any or all of these plans. The Company's ability to continue as a going concern is dependent upon its ability to obtain necessary financing to meet its obligations and repay its liabilities when they become due and to generate profitable operations in the future.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC").

Critical Accounting Policies and Estimates

The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Actual results could differ from those estimates.

Intellectual Property

All patents, trade secrets, software, and intangible assets were sold to Boumarang Inc. on December 31, 2024.

The Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000.

Long-lived Assets

We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value, less the cost to sell.

Common Stock Issued for Services

Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force ("EITF") 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments expand segment disclosure requirements, including for entities with a single reportable segment. The standard is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 effective January 1, 2024. The Company operates as a single reportable segment, and its chief operating decision maker reviews consolidated financial results and allocates resources on a consolidated basis. All required disclosures are presented on a consolidated basis throughout these financial statements. Adoption did not have a material impact on the Company's financial statements beyond these disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require tabular disclosure of both dollar amounts and percentages in the effective tax rate reconciliation and disaggregated disclosure of income taxes paid by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025. The required rate reconciliation and income taxes paid disclosures are presented in Note 10. Adoption did not have a material impact on the Company's financial statements beyond these disclosures.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Emerging Growth Company

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements that are available to public companies that are emerging growth companies include:

	1.	an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;
	2.	an exemption from the adoption of new or revised financial accounting standards until they apply to private companies;
	3.	an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about our audit and our financial statements; and
	4.	reduced disclosure about our executive compensation arrangements.

We have elected to take advantage of the exemption from adopting new or revised financial accounting standards until they apply to private companies. As a result of this election, our financial statements may not be comparable to those of public companies required to adopt these new requirements.